Item 1.02. Termination of a Material Definitive Agreement.
The information regarding the termination of the Employment Agreement of Holli
C. Ladhani set forth in Item 5.02 below is incorporated by reference into this
Item 1.02.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
John D. Schmitz
On January 3, 2021, John D. Schmitz was appointed as Chief Executive Officer and
President of Select Energy Services, Inc. (the "Company"). In connection with
such appointments, Mr. Schmitz will remain a director and Chairman of the board
of directors of the Company (the "Board").
There are no arrangements or understandings between Mr. Schmitz and any other
persons pursuant to which he was selected to serve as the Company's Chief
Executive Officer and President. There are no family relationships between Mr.
Schmitz and any director or executive officer of the Company. The information
required by Items 401(b), (d), (e) and 404(a) of Regulation S-K with respect to
Mr. Schmitz is set forth in the Company's Definitive Proxy Statement on Schedule
14A filed on March 27, 2020.
Mr. Schmitz will receive an annualized base compensation of $600,000. Other
short-term incentive and long-term incentive awards will be determined by the
Compensation Committee of the Board.
Holli C. Ladhani
On January 4, 2021, the Company announced that Holli C. Ladhani has departed the
Company and will no longer serve as the Chief Executive Officer and President of
the Company, or a member of the Board, effective January 3, 2021 (the
"Separation Date"). Ms. Ladhani's departure from the Company was not the result
of any disagreement with the Company on any matter related to the Company's
operations, policies or practices.
Ms. Ladhani is eligible to receive the severance payments and benefits set forth
in Section 7.1(b) of the Employment Agreement dated as of June 1, 2011 by and
between Ms. Ladhani and Rockwater Energy Solutions, LLC, f/k/a Rockwater Energy
Solutions, Inc. ("Rockwater"), which Employment Agreement was assigned by
Rockwater to Select Energy Services, LLC pursuant to that certain First
Amendment to Employment Agreement effective as of February 21, 2020 (the "First
Amendment"), and which Employment Agreement was further amended by that certain
letter agreement executed by Ms. Ladhani and dated May 15, 2020 (such Employment
Agreement, as amended by the First Amendment and such letter agreement, the
"Employment Agreement"). So long as Ms. Ladhani timely signs and returns (and
does not exercise her revocation right set forth within) a release agreement
substantially in the form of the Release Agreement contained as Appendix B to
the Employment Agreement which was filed as Exhibit 10.18 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the
Securities and Exchange Commission on March 1, 2019, then Ms. Ladhani shall
receive:
· A severance payment equal to $3,225,000, less applicable taxes and
withholdings (the "Separation Payment"), which Separation Payment will be paid
in a lump sum on the date that is 60 days after the Separation Date;
· A pro rata bonus payment for 2021, if any, to which she is entitled pursuant
to the terms of Section 7.1(b)(A) of the Employment Agreement, which payment,
if any, will be paid at the time set forth in Section 7.1(b)(A) of the
Employment Agreement; and
· During the portion, if any, of the eighteen (18)-month period following the
Separation Date (the "Reimbursement Period") that Ms. Ladhani elects to
continue coverage for herself and her spouse and eligible dependents, if any,
under the Select Energy Services, LLC group health plans pursuant to
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Select
Energy Services, LLC shall promptly reimburse or cause to be reimbursed to Ms.
Ladhani on a monthly basis for the difference between the amount she pays to
effect and continue such coverage and the employee contribution amount that
active senior executive employees of the company pay for the same or similar
coverage under such group health plans.
Item 7.01. Regulation FD Disclosure.
On January 4, 2021, the Company issued a press release announcing the management
changes described in this Current Report on Form 8-K. A copy of the Company's
press release covering such announcement is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 (including Exhibit 99.1) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and shall not be incorporated by reference into any
filings made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 4, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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